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Jan
29 • 2017
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My business partner entered into a contract before we formed our business as a corporation. Can the corporation be held liable on that contract?

In general, a corporation is not liable for a pre-incorporation contract made by one of the corporation’s promoters (that is, one of the individuals who formed the corporation), if the promoter was directly interested in the contract and received a personal benefit from it. On the other hand, if the corporation’s initial directors know about the contract, and the corporation receives a benefit from the contract, then the corporation will be said to have ratified the contract, which becomes a corporate obligation. So if your partner’s contract benefits only him personally, then your corporation probably won’t be liable on the contract; but if you know about the contract, and it benefits the corporation, and you don’t do anything to terminate the contract when the corporation is formed, then your corporation will be liable on the contract.